## Facts

- A Chinese seller agreed by written purchase order to sell 612 metric tons of inulin to a Minnesota distributor in four shipments, to be shipped from Tianjin-Xingang, China, to Londonderry, New Hampshire.
- The first shipment was received and paid for.
- The buyer received the second shipment but refused to pay, asserting mold on the exterior of the packaging.
- When shipments three and four were en route, the seller recalled them before delivery.
- The seller sued for breach of contract as to shipments two, three, and four, and also asserted fraudulent misrepresentation.
- The parties did not dispute that the contract was governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG).

## Issues

1. Whether a CISG breach-of-contract claim seeking damages for shipments three and four plausibly stated cognizable damages where the seller recalled those shipments before delivery.
2. Whether dismissal under Rule 12(b)(6) was improper where the complaint plausibly alleged contract formation, performance, buyer breach, and some monetary injury, even if the requested remedy might not ultimately be awarded.

## Decision

- The court reversed the Rule 12(b)(6) dismissal of the breach-of-contract claims concerning shipments three and four.
- The court held it was possible the seller could prove some monetary relief for those shipments if the buyer breached, making dismissal at the pleading stage premature.
- The court affirmed dismissal of the fraudulent-misrepresentation claims because the seller did not appeal that portion of the ruling.
- The case was remanded for further proceedings on the reinstated breach-of-contract counts.

## Legal Principles

- Under the CISG, a breach-of-contract claim is pleaded by alleging formation, performance, breach, and damages; damages need not be proven or precisely measured at the pleading stage.
- Under federal pleading rules, sufficiency turns on whether the complaint states a claim for relief, not whether it selects the correct ultimate remedy in the demand for relief.
- A complaint should not be dismissed if any relief could be granted under facts consistent with the allegations, even if the plaintiff may not be entitled to the full contract price.
- In interpreting the CISG, courts may consider the Convention’s text and general principles and may consult Article 2 UCC authority when analogous language or concepts align.

## Conclusion

The Eighth Circuit reinstated the seller’s CISG breach-of-contract claims for the recalled third and fourth shipments, holding that plausible allegations of buyer breach and potential monetary loss cannot be dismissed merely because the seller’s requested remedy may not match the damages ultimately recoverable.


Dingxi Longhai Dairy, Ltd. v. Becwood Tech. Grp., LLC, 635 F.3d 1106 (8th Cir. 2011)